EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 5,
2001, is by and between Arris Group Inc, a Delaware corporation (the "Company"),
and Xxxxx X. Xxxxx ("Executive").
WHEREAS, Executive and the Company want to enter into a written
agreement providing for the terms of Executive's employment by the Company.
NOW, THEREFORE, in consideration of the foregoing recital and of the
mutual covenants set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Employment. Executive agrees to enter into the continued
employment of the Company, and the Company agrees to employ Executive, on the
terms and conditions set forth in this Agreement. Executive agrees during the
term of this Agreement to devote substantially all of his business time,
efforts, skills and abilities to the performance of his duties as stated in this
Agreement and to the furtherance of the Company's business.
Executive's initial job title will be Senior Vice President
and his duties will be those executive duties as are designated by the Chief
Financial Officer or Chief Executive Officer of the Company. Executive further
agrees to serve, without additional compensation, as an officer or director, or
both, of any subsidiary, division or affiliate of the Company or any other
entity in which the Company holds an equity interest, provided, however, that
(a) the Company shall indemnify Executive from liabilities in connection with
serving in any such position to the same extent as his indemnification rights
pursuant to the Company's Certificate of Incorporation, By-laws and applicable
Delaware law, and (b) such other position shall not materially detract from the
responsibilities of Executive pursuant to this Section 1 or his ability to
perform such responsibilities.
2. Compensation.
(a) Base Salary. During the term of Executive's
employment with the Company pursuant to this Agreement, the Company shall pay to
Executive as compensation for his services an annual base salary of not less
than $250,000 ("Base Salary"). Executive's Base Salary will be payable in
arrears in accordance with the Company's normal payroll procedures and will be
reviewed annually and subject to upward adjustment at the discretion of the
Chief Executive Officer and Compensation Committee, but will not be lowered.
(b) Incentive Bonus. During the term of Executive's
employment with the Company pursuant to this Agreement, Executive's incentive
compensation program shall be determined by the Company in its discretion with a
target bonus equal to 50% of Base Salary,
and allowing for payment of up to 150% of target. On termination at other than
year-end the bonus will be prorated to reflect the period of actual employment,
which will include service at Arris Interactive LLC.
(c) Executive Perquisites. During the term of Executive's
employment with the Company pursuant to this Agreement, Executive shall be
entitled to receive such executive perquisites and fringe benefits as are
provided to the executives in comparable positions and their families under any
of the Company's plans and/or programs in effect from time to time and such
other benefits as are customarily available to executives of the Company and
their families, including without limitation vacations and life, medical and
disability insurance.
(d) Tax Withholding. The Company has the right to deduct
from any compensation payable to Executive under this Agreement social security
(FICA) taxes and all federal, state, municipal or other such taxes or charges as
may now be in effect or that may hereafter be enacted or required.
(e) Expense Reimbursements. The Company shall pay or
reimburse Executive for all reasonable business expenses incurred or paid by
Executive in the course of performing his duties hereunder, including but not
limited to reasonable travel expenses for Executive. As a condition to such
payment or reimbursement, however, Executive shall maintain and provide to the
Company reasonable documentation and receipts for such expenses.
3. Term. Unless sooner terminated pursuant to Section 4 of this
Agreement, and subject to the provisions of Section 5 hereof, the term of this
Agreement shall commence as of the date hereof and shall continue until five
years from the date hereof.
4. Termination. Notwithstanding the provisions of Section 3
hereof, but subject to the provisions of Section 5 hereof, Executive's
employment under this Agreement shall terminate as follows:
(a) Death. Executive's employment shall terminate upon
the death of Executive; provided, however, that the Company shall continue to
pay (in accordance with its normal payroll procedures) the Base Salary to
Executive's estate for a period of three months after the date of Executive's
death.
(b) Termination for Cause. The Company may terminate
Executive's employment at any time for "Cause" (as hereinafter defined) by
delivering a written termination notice to Executive. For purposes of this
Agreement, "Cause" shall mean any of: (i) Executive's conviction of a felony or
a crime involving moral turpitude; (ii) Executive's commission of an act
constituting fraud, deceit or material misrepresentation with respect to the
Company; (iii) Executive's embezzlement of funds or assets from the Company;
(iv) Executive's addiction to any alcoholic, controlled or illegal substance or
drug; (v) Executive's commission of any act or omission which would give the
Company the right to terminate Executive's employment under applicable law; or
(vi) Executive's failure to correct or cure any material breach of or default
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under this Agreement within ten days after receiving written notice of such
breach or default from the Company.
(c) Termination Without Cause. The Company may terminate
Executive's employment at any time by delivering a written termination notice to
Executive.
(d) Termination by Executive. Executive may terminate his
employment at any time by delivering ninety days prior written notice to the
Company; provided, however, that the terms, conditions and benefits specified in
Section 5 hereof shall apply or be payable to Executive only if such termination
occurs as a result of a material breach by the Company of any provision of this
Agreement.
(e) Termination Following Disability. In the event
Executive becomes mentally or physically impaired or disabled and is unable to
perform his material duties and responsibilities hereunder for a period of at
least ninety days in the aggregate during any one hundred twenty consecutive day
period, the Company may terminate Executive's employment by delivering a written
termination notice to Executive. Notwithstanding the foregoing, Executive shall
continue to receive his full salary and benefits under this Agreement for a
period of six months after the effective date of such termination.
(f) Payments. Following any expiration or termination of
this Agreement or Executive's employment hereunder, and in addition to any
amounts owed pursuant to Section 5 hereof, the Company shall pay to Executive
all amounts earned by Executive hereunder prior to the date of such expiration
or termination.
5. Certain Termination Benefits. Subject to Section 6(a) hereof,
in the event (i) the Company terminates Executive's employment without cause
pursuant to Section 4(c) or (ii) Executive terminates his employment pursuant to
Section 4(d) after a material breach by Company:
(a) Base Salary and Bonus. The Company shall continue to
pay to Executive his Base Salary (as in effect as of the date of such
termination) and bonus (calculated on a pro rata basis based upon the assumption
that Executive would have fulfilled the requirements to earn his target bonus)
that would have been payable hereunder to Executive from the date of such
termination for a period of twelve months following the termination.
(b) Stock. Subject to Section 10 hereof, on and as of the
effective date of the termination of employment, all of Executive's outstanding
stock options and restricted stock grants under the Company's stock option and
other benefit plans shall immediately vest.
(c) Life Insurance. The Company shall continue to provide
Executive with group and additional life insurance coverage for a period of
twelve months following termination.
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(d) Medical Insurance. The Company shall continue to
provide Executive and his family with group medical insurance coverage under the
Company's Medical Plans (as the same may change from time to time) or other
substantially similar health insurance for a period of twelve months following
termination.
(e) Group Disability. The Company shall continue to
provide Executive coverage under the Company's group disability plan for a
period of twelve months following termination.
(f) Offset. Any fringe benefits received by Executive in
connection with any other employment that are reasonably comparable, but not
necessarily as beneficial, to Executive as the fringe benefits then being
provided by the Company pursuant to this Section 5, shall be deemed to be the
equivalent of, and shall terminate the Company's responsibility to continue
providing, the fringe benefits then being provided by the Company pursuant to
this Section 5. The Company acknowledges that if Executive's employment with the
Company is terminated, Executive shall have no duty to mitigate damages.
(g) General Release. Acceptance by Executive of any
amounts pursuant to this Section 5 shall constitute a full and complete release
by Executive of any and all claims Executive may have against the Company, its
officers, directors and affiliates, including, but not limited to, claims he
might have relating to Executive's cessation of employment with the Company;
provided, however, that there may properly be excluded from the scope of such
general release the following:
(i) claims that Executive may have against the
Company for reimbursement of ordinary and necessary business
expenses incurred by him during the course of his employment;
(ii) claims that may be made by the Executive for
payment of Base Salary, fringe benefits or stock options
properly due to him; or
(iii) claims respecting matters for which the
Executive is entitled to be indemnified under the Company's
Certificate of Incorporation or Bylaws, respecting third party
claims asserted or third party litigation pending or
threatened against the Executive.
A condition to Executive's receipt of any amounts pursuant to this Section 5
shall be Executive's execution and delivery of a general release as described
above. In exchange for such release, the Company shall, if Executive's
employment is terminated without Cause, provide a release to Executive, but only
with respect to claims against Executive which are actually known to the Company
as of the time of such termination.
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6. Effect of Change in Control.
(a) If within one year following a "Change of Control"
(as hereinafter defined), Executive terminates his employment with the Company
for Good Reason (as hereinafter defined) or the Company terminates Executive's
employment for any reason other than Cause, death or disability, the Company
shall pay to Executive: (1) an amount equal to one times the Executive's Base
Salary as of the date of termination; (2) an amount equal to one times the
annual average cash bonus paid to executive for the two fiscal years immediately
preceding the termination (including cash bonus paid under the short term
incentive plan by Arris Interactive, LLC before Executive was eligible for a
bonus from the Company); (3) all benefits under the Company's various benefit
plans, including group healthcare, dental and life, for the period equal to
twelve months from the date of termination and (4) subject to Section 10 hereof,
all of Executives outstanding stock options and restricted stock grants under
the Company's stock option and other benefit plans shall immediately vest on the
effective date of such termination.
(b) "Change of Control" shall mean the date as of which:
(i) there shall be consummated (1) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's common stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's common stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (2) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; or (ii) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company; or (iii) any person ( as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 30% of the Company's outstanding common stock (other
than Nortel Networks or AT&T Corporation or one of their subsidiaries); or (iv)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the entire board of directors of the Company shall cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
(c) "Good Reason" shall mean any of the following actions
taken by the Company without the Executive's written consent after a Change of
Control:
(i) the assignment to the Executive by the
Company of duties inconsistent with, or the reduction of the
powers and functions associated with, the Executive's
position, duties, responsibilities and status with the Company
immediately prior to a Change of Control or Potential Change
of Control (as defined below), or an adverse change in
Executive's titles or offices as in effect immediately prior
to a Change of Control or Potential Change of Control, or any
removal of the Executive from or any failure to re-elect
Executive to any of such
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positions, except in connection with the termination of his
employment for Disability or Cause or as a result of
Executive's death except to the extent that a change in duties
relates to the elimination of responsibilities attendant to
the Company's no longer being a publicly traded company;
(ii) A reduction by the Company in the
Executive's Base Salary as in effect on the date of a Change
of Control or Potential Change of Control, or as the same may
be increased from time to time during the term of his
Agreement;
(iii) The Company shall require the Executive to
be based anywhere other than at the Company's executive
offices in the Atlanta, Georgia area or the location where the
Executive is based on the date of a Change of Control or
Potential Change of Control, or if Executive agrees to such
relocation, the Company fails to reimburse the Executive for
moving and all other expenses reasonably incurred with such
move;
(iv) The Company shall fail to continue in effect
any Company-sponsored plan or benefit that is in effect on the
date of a Change of Control or Potential Change of Control,
that provides (A) incentive or bonus compensation, (B) fringe
benefits such as vacation, medical benefits, life insurance
and accident insurance, (C) reimbursement for reasonable
expenses incurred by the Executive in connection with the
performance of duties with the Company, or (D) pension
benefits such as a Code Section 401(k) plan, except to the
extent that such plans taken as a whole are replaced with
substantially comparable plans;
(vi) Any material breach by the Company of any
provision of this Agreement; and
(vii) Any failure by the Company to obtain the
assumption of this Agreement by any successor or assign of the
Company effected in accordance with the provisions of Section
6.
(d) "Potential Change of Control" shall mean the date as
of which (1) the Company enters into an agreement the consummation of which, or
the approval by shareholders of which, would constitute a Change of Control;
(ii) proxies for the election of Directors of the Company are solicited by
anyone other than the Company; (iii) any person (including, but not limited to,
any individual, partnership, joint venture, corporation, association or trust)
publicly announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change of Control; or (iv) any other event
occurs which is deemed to be a Potential Change of Control by the Board and the
Board adopts a resolution to the effect that a Potential Change of Control has
occurred.
(e) In the event that (i) Executive would otherwise be
entitled to the compensation and benefits described in Section 6(a) hereof
("Compensation Payments"), and (ii) the Company determines, based upon the
advice of tax counsel selected by the Company's
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independent auditors and acceptable to Executive, that, as a result of such
Compensation Payments and any other benefits or payments required to be taken
into account under Code Section 280G(b)(2) ("Parachute Payments"), any of such
Parachute Payments would be reportable by the Company as "excess parachute
payments", such Compensation Payments shall be reduced to the extent necessary
to cause Executive's Parachute Payments to equal 2.99 times the "base amount" as
defined in Code Section 280G(b)(3) with respect to such Executive. However, such
reduction in the Compensation Payments shall be made only if, in the opinion of
such tax counsel, it would result in a larger Parachute Payment to the Executive
than payment of the unreduced Parachute Payments after deduction of tax imposed
on and payable by the Executive under Section 4999 of the Code ("Excise Tax").
The value of any non-cash benefits or any deferred payment or benefit for
purposes of this paragraph shall be determined by the Company's independent
auditors.
(f) The parties hereto agree that the payments provided
under Section 6(a) above, as the case may be, are reasonable compensation in
light of Executive's services rendered to the Company and that neither party
shall contest the payment of such benefits as constituting an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code.
(g) Unless the Company determines that any Parachute
Payments made hereunder must be reported as "excess parachute payments" in
accordance with Section 6(e) above, neither party shall file any return taking
the position that the payment of such benefits constitutes an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code.
7. Non-Competition. Executive agrees that during the term of this
Agreement and for a period of four months from the date of the termination of
Executive's employment with the Company pursuant to Sections 4(b), 4(c), 4(d),
4(e) and 6 herein or for any other reason that results in the Executive being
entitled to the benefits described in Section 5, he will not, directly or
indirectly, compete with the Company by providing to any company that is in a
"Competing Business" services substantially similar to the services provided by
Executive at the time of termination. Competing Business shall be defined as any
business that engages, in whole or in part, manufacture development or sale of
broadband communication equipment for broadband communications architectures in
the United States, and Executive's employment function or affiliation is
directly or indirectly in such business.
8. Nonsolicitation of Employees. For a period of two years after
the termination or cessation of his employment with the Company for any reason
whatsoever, Executive shall not, on his own behalf or on behalf of any other
person, partnership, association, corporation, or other entity, solicit or in
any manner attempt to influence or induce any employee of the Company or its
subsidiaries or affiliates (known by the Executive to be such) to leave the
employment of the Company or its subsidiaries or affiliates, nor shall he use or
disclose to any person, partnership, association, corporation or other entity
any information obtained while an employee of the Company concerning the names
and addresses of the Company's employees.
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9. Nondisclosure of Trade Secrets. During the term of this
Agreement, Executive will have access to and become familiar with various trade
secrets and proprietary and confidential information of the Company, its
subsidiaries and affiliates, including, but not limited to, processes, designs,
computer programs, compilations of information, records, sales procedures,
customer requirements, pricing techniques, product plans, marketing plans,
strategic plans, customer lists, methods of doing business and other
confidential information (collectively, referred to as "Trade Secrets") which
are owned by the Company, its subsidiaries and/or affiliates and regularly used
in the operation of its business, and as to which the Company, its subsidiaries
and/or affiliates take precautions to prevent dissemination to persons other
than certain directors, officers and employees. Executive acknowledges and
agrees that the Trade Secrets (1) are secret and not known in the industry; (2)
give the Company or its subsidiaries or affiliates an advantage over competitors
who do not know or use the Trade Secrets; (3) are of such value and nature as to
make it reasonable and necessary to protect and preserve the confidentiality and
secrecy of the Trade Secrets; and (4) are valuable, special and unique assets of
the Company or its subsidiaries or affiliates, the disclosure of which could
cause substantial injury and loss of profits and goodwill to the Company or its
subsidiaries or affiliates. Executive may not use in any way or disclose any of
the Trade Secrets, directly or indirectly, either during the term of this
Agreement or at any time thereafter, except as required in the course of his
employment under this Agreement, if required in connection with a judicial or
administrative proceeding, or if the information becomes public knowledge other
than as a result of an unauthorized disclosure by the Executive. All files,
records, documents, information, data and similar items relating to the business
of the Company, whether prepared by Executive or otherwise coming into his
possession, will remain the exclusive property of the Company and may not be
removed from the premises of the Company under any circumstances without the
prior written consent of the Board (except in the ordinary course of business
during Executive's period of active employment under this Agreement), and in any
event must be promptly delivered to the Company upon termination of Executive's
employment with the Company. Executive agrees that upon his receipt of any
subpoena, process or other request to produce or divulge, directly or
indirectly, any Trade Secrets to any entity, agency, tribunal or person,
Executive shall timely notify and promptly hand deliver a copy of the subpoena,
process or other request to the Board. For this purpose, Executive irrevocably
nominates and appoints the Company (including any attorney retained by the
Company), as his true and lawful attorney-in-fact, to act in Executive's name,
place and stead to perform any act that Executive might perform to defend and
protect against any disclosure of any Trade Secrets.
10. Return of Profits. In the event that Executive violates any
of the provisions of Sections 7, 8 or 9 hereof or fails to provide the notice
required by Section 4(d) hereof, the Company shall be entitled to receive from
Executive the profits, if any, received by Executive upon exercise of any
Company granted stock options or stock appreciation rights or upon lapse of the
restrictions on any grant of restricted stock to the extent such options or
rights were exercised, or such restrictions lapsed, subsequent to six months
prior to the termination of Executive's employment.
11. Severability. The parties hereto intend all provisions of
Sections 7, 8, 9 and 10 hereof to be enforced to the fullest extent permitted by
law. Accordingly, should a court of
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competent jurisdiction determine that the scope of any provision of Sections 7,
8, 9 or 10 hereof is too broad to be enforced as written, the parties intend
that the court reform the provision to such narrower scope as it determines to
be reasonable and enforceable. In addition, however, Executive agrees that the
nonsolicitation and nondisclosure agreements set forth above each constitute
separate agreements independently supported by good and adequate consideration
shall be severable from the other provisions of, and shall survive, this
Agreement. The existence of any claim or cause of action of Executive against
the Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of the covenants of
Executive contained in the nonsolicitation and nondisclosure agreements. If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision never constituted a part of
this Agreement; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid or unenforceable provision, there shall be added as part
of this Agreement, a provision as similar in its terms to such illegal, invalid
or enforceable provision as may be possible and be legal, valid and enforceable.
12. Arbitration - Exclusive Remedy.
(a) The parties agree that the exclusive remedy or method
of resolving all disputes or questions arising out of or relating to this
Agreement shall be arbitration. Arbitration shall be held in Atlanta, Georgia by
three arbitrators, one to be appointed by the Company, a second to be appointed
by Executive, and a third to be appointed by those two arbitrators. The third
arbitrator shall act as chairman. Any arbitration may be initiated by either
party by written notice ("Arbitration Notice") to the other party specifying the
subject of the requested arbitration and appointing that party's arbitrator.
(b) If (i) the non-initiating party fails to appoint an
arbitrator by written notice to the initiating party within ten days after the
Arbitration Notice, or (ii) the two arbitrators appointed by the parties fail to
appoint a third arbitrator within ten days after the date of the appointment of
the second arbitrator, then the American Arbitration Association, upon
application of the initiating party, shall appoint an arbitrator to fill that
position.
(c) The arbitration proceeding shall be conducted in
accordance with the rules of the American Arbitration Association. A
determination or award made or approved by at least two of the arbitrators shall
be the valid and binding action of the arbitrators. The costs of arbitration
(exclusive of the expense of a party in obtaining and presenting evidence and
attending the arbitration and of the fees and expenses of legal counsel to a
party, all of which shall be borne by that party) shall be borne by the Company
only if Executive receives substantially the relief sought by him in the
arbitration, whether by settlement, award or judgment; otherwise, the costs
shall be borne equally between the parties. The arbitration determination or
award shall be final and conclusive on the parties, and judgment upon such award
may be entered and enforced in any court of competent jurisdiction.
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13. Miscellaneous.
(a) Notices. Any notices, consents, demands, requests,
approvals and other communications to be given under this Agreement by either
party to the other must be in writing and must be either (i) personally
delivered, (ii) mailed by registered or certified mail, postage prepaid with
return receipt requested, (iii) delivered by overnight express delivery service
or same-day local courier service, or (iv) delivered by telex or facsimile
transmission, to the address set forth below, or to such other address as may be
designated by the parties from time to time in accordance with this Section
12(a):
If to the Company: ANTEC Corporation
00000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx
If to Executive: Xxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxx Xxx.
Xxxxxx, XX 00000
Notices delivered personally or by overnight express delivery
service or by local courier service are deemed given as of actual receipt.
Mailed notices are deemed given three business days after mailing. Notices
delivered by telex or facsimile transmission are deemed given upon receipt by
the sender of the answer back (in the case of a telex) or transmission
confirmation (in the case of a facsimile transmission).
(b) Entire Agreement. This Agreement supersedes any and
all other agreements, either oral or written, between the parties with respect
to the subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect to the subject matter of this
Agreement.
(c) Modification. No change or modification of this
Agreement is valid or binding upon the parties, nor will any waiver of any term
or condition in the future be so binding, unless the change or modification or
waiver is in writing and signed by the parties to this Agreement.
(d) Governing Law and Venue. The parties acknowledge and
agree that this Agreement and the obligations and undertakings of the parties
under this Agreement will be performable in Georgia. This Agreement is governed
by, and construed in accordance with, the laws of the State of Georgia. If any
action is brought to enforce or interpret this Agreement, venue for the action
will be in Georgia.
(e) Counterparts. This Agreement may be executed in
counterparts, each of which constitutes an original, but all of which
constitutes one document.
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(f) Costs. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, each party shall bear its
own costs and expenses.
(g) Estate. If Executive dies prior to the expiration of
the term of employment or during a period when monies are owing to him, any
monies that may be due him from the Company under this Agreement as of the date
of his death shall be paid to his estate and as when otherwise payable.
(h) Assignment. The Company shall have the right to
assign this Agreement to its successors or assigns. The terms "successors" and
"assigns" shall include any person, corporation, partnership or other entity
that buys all or substantially all of the Company's assets or all of its stock,
or with which the Company merges or consolidates. The rights, duties and
benefits to Executive hereunder are personal to him, and no such right or
benefit may be assigned by him.
(i) Binding Effect. This Agreement is binding upon the
parties hereto, together with their respective executors, administrators,
successors, personal representatives, heirs and permitted assigns.
(j) Waiver of Breach. The waiver by the Company or
Executive of a breach of any provision of this Agreement by Executive or the
Company may not operate or be construed as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ANTEC CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------
Name: X.X. Xxxxxxxx
Title: EVP & CFO
EXECUTIVE
/s/ Xxxxx X. Xxxxx
---------------------------------
By: Xxxxx X. Xxxxx
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